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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e) (2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
@PLAN.INC
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[X] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: $19,134
2) Form, Schedule or Registration Statement No.: 333-50840
3) Filing Party: DoubleClick, Inc.
4) Date Filed: 11-28-00
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FORM OF NEW SHAREHOLDER LETTER
January 22, 2001
DoubleClick Inc.
450 West 33rd Street
New York, NY 10001
Attention: Elizabeth Wang, Esq.
Facsimile No: (212) 287-9804
Re: Shareholder Agreement, dated as of September 24, 2000 (the
"Shareholder Agreement") and Shareholder Letter, dated as of
November 17, 2000 (the "Shareholder Letter"), each by and
between the undersigned and DoubleClick Inc. ("Parent")
Dear Ms. Wang:
The undersigned shareholder entered into (i) the Shareholder Agreement
in connection with the Agreement and Plan of Merger and Reorganization among
Parent, Atlas Merger Sub, Inc. and @plan.inc ("Company"), as of September 24,
2000 (the "Original Agreement") and (ii) the Shareholder Letter in connection
with the Amended and Restated Agreement and Plan of Merger and Reorganization
among Parent, Atlas Acquisition Corp., Atlas Merger Sub, Inc. and Company, as of
November 17, 2000 (the "Amended Merger Agreement"). Terms used without
definition herein have the meaning ascribed thereto in the Shareholder Agreement
and the Shareholder Letter.
In connection with the execution and delivery of the Letter Agreement
among Parent, Atlas Acquisition Corp., Atlas Merger Sub, Inc. and Company, dated
as of the date hereof (the "Letter Agreement"), which amends the Amended Merger
Agreement, the undersigned shareholder hereby:
1. Agrees that for purposes of this New Shareholder Letter, the term
(a) "Merger Agreement" shall refer to the Amended Merger Agreement, as amended
by the Letter Agreement, (b) "Transaction" shall refer to the acquisition by
Parent of the outstanding securities of Company pursuant to either a statutory
merger of (i) Company with and into Atlas Acquisition Corp., (ii) Atlas
Acquisition Corp. with and into Company, or (iii) Company with and into Parent,
as set forth in the Merger Agreement, in which each outstanding share of capital
stock of Company will be converted into either a combination of shares of common
stock of Parent and cash, or all cash, as set forth in the Merger Agreement, and
(c) "Proxy" shall refer to the irrevocable proxy in the form attached hereto as
Exhibit I.
2. Reaffirms all of its representations, warranties, covenants and
obligations under the Shareholder Agreement and the Shareholder Letter,
including, without limitation, its agreement to vote the Shares and any New
Shares in favor of the approval and adoption of the Merger Agreement and of the
Transaction.
3. Confirms that the entering into of the Letter Agreement is not an
amendment of the Original Agreement or the Amended Merger Agreement in a manner
materially adverse to its interests.
[The remainder of this page is intentionally left blank.]
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DoubleClick Inc.
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Very truly yours,
SHAREHOLDER
- ----------------------------------------
Name:
Title:
Agreed to and accepted as of the date first written above:
DOUBLECLICK INC.
By:
------------------------------------
Name:
Title:
cc: Scott L. Kaufman, Esq.
Brobeck, Phleger & Harrison LLP
1633 Broadway
New York, NY 10019
Facsimile No: (212) 586-7878
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EXHIBIT I
IRREVOCABLE PROXY TO VOTE STOCK OF @PLAN.INC
[ATTACHED]
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IRREVOCABLE PROXY TO VOTE STOCK OF @PLAN.INC
The undersigned shareholder of @plan.inc, a Tennessee
corporation ("Company"), hereby irrevocably (to the full extent permitted by the
Tennessee Business Corporation Act) appoints the members of the Board of
Directors of DoubleClick Inc., a Delaware corporation ("Parent"), and each of
them, or any other designee of Parent, as the sole and exclusive attorneys and
proxies of the undersigned, with full power of substitution and resubstitution,
to vote and exercise all voting and related rights (to the full extent that the
undersigned is entitled to do so) with respect to the shares of capital stock of
Company indicated on the signature page hereto that are beneficially owned by
the undersigned (collectively, the "Shares") in accordance with the terms of
this Irrevocable Proxy. Upon the undersigned's execution of this Irrevocable
Proxy, any and all prior proxies given by the undersigned with respect to any
Shares are hereby revoked and the undersigned agrees not to grant any subsequent
proxies with respect to the Shares until after the Expiration Date (as defined
below).
This Irrevocable Proxy is irrevocable (to the extent provided
in the Tennessee Business Corporation Act), is coupled with an interest, and is
granted in consideration of Parent entering into that certain Letter Agreement
(the "Letter Agreement"), by and among Parent, Atlas Acquisition Corp., a
Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"),
Atlas Merger Sub, Inc., a Tennessee corporation and a wholly owned subsidiary of
Parent, and Company, which Letter Agreement amends the Amended and Restated
Agreement and Plan of Merger and Reorganization, by and among Parent, Merger
Sub, Atlas Merger Sub, Inc. and Company (as so amended by the Letter Agreement,
the "Merger Agreement"). The Merger Agreement provides for the merger of either
(i) Company with and into Merger Sub, (ii) Merger Sub with and into Company or
(iii) Company with and into Parent (the "Merger"). As used herein, the term
"Expiration Date" shall mean the earlier to occur of (i) such date and time as
the Merger shall become effective in accordance with the terms and provisions of
the Merger Agreement, and (ii) the date of termination of the Merger Agreement.
The attorneys and proxies named above, and each of them are
hereby authorized and empowered by the undersigned, at any time prior to the
Expiration Date, to act as the undersigned's attorney and proxy to vote the
Shares, and to exercise all voting and other rights of the undersigned with
respect to the Shares (including, without limitation, the power to execute and
deliver written consents pursuant to the Tennessee Business Corporation Act), at
every annual, special or adjourned meeting of the shareholders of Company and in
every written consent in lieu of such meeting in favor of approval and adoption
of the Merger Agreement (provided the Merger Agreement shall not have been
amended in a manner materially adverse to the interests of the undersigned) and
of the transaction contemplated thereby.
The attorneys and proxies named above may not exercise this
Irrevocable Proxy on any other matter except as provided above. The undersigned
shareholder may vote the Shares on all other matters. All authority herein
conferred shall survive the death or incapacity of the undersigned and any
obligation of the undersigned hereunder shall be binding upon the heirs,
personal representatives, successors and assigns of the undersigned.
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This Irrevocable Proxy is coupled with an interest as
aforesaid and is irrevocable.
Dated: January 22, 2001
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(Signature of Shareholder)
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(Print Name of Shareholder)
Shares beneficially owned:
__________ shares of Company Common Stock